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UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF WISCONSIN

UNITED STATES OF AMERICA,
Plaintiff,

v.

FRANKLIN ELECTRIC CO., INC.,
UNITED DOMINION INDUSTRIES LIMITED,

and

UNITED DOMINION INDUSTRIES, INC.,
Defendants.

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Civil No:

Filed:

TEMPORARY RESTRAINING ORDER

On May 31, 2000, the United States of America filed the above-captioned case alleging
that the proposed joint venture between United Dominion Industries, Inc. ("UDI") and Franklin
Electric Co., Inc. ("Franklin Electric") would violate § 7 of the Clayton Act, as amended,
15
U.S.C. § 18.

This Temporary Restraining Order is entered on behalf of plaintiff United States based
on
plaintiff's Complaint alleging imminent violation by the defendants of § 7 of the Clayton
Act, as
amended, 15 U.S.C. § 18, and the Memorandum of United States in Support of Motion for
a
Temporary Restraining Order and a Preliminary Injunction with related exhibits and declarations
filed in support thereof.

The Court has authority under § 15 of the Clayton Act, as amended, 15 U.S.C.
§ 25, to
issue such temporary restraining orders as may be deemed just in the premises to enjoin a
transaction alleged to be illegal under the Clayton Act pending a hearing and determination on
the
motion of the United States for a preliminary injunction.

It appears to the Court that the defendants intend to consummate an agreement as alleged
in plaintiff's Complaint, by which the defendants would form a joint venture, in which Franklin
Electric would contribute the voting stock of its submersible turbine pump subsidiary, FE Petro,
Inc., and UDI would contribute the principal submersible turbine pump assets of its Marley
Pump
Co. subsidiary. Franklin Electric would own seventy-five percent (75%) of the joint venture,
and
UDI would own twenty-five percent (25%). The joint venture may result in a monopoly in the
manufacture of submersible turbine pumps used in gasoline service stations in the United States.
It appears to the Court that plaintiff is substantially likely to prevail at trial in demonstrating that
the acquisition will violate § 7 of the Clayton Act, as amended, 15 U.S.C. § 18.
The joint venture
would be formed before a trial on the merits of plaintiff's Complaint could be held and a
decision
rendered. Defendants will consummate the transaction, unless restrained by order of this Court,
before a hearing can be held on the motion of the United States for a preliminary injunction.

It further appears to the Court that enjoining this transaction pending resolution of the
motion of the United States for a preliminary injunction will maintain the status quo and prevent
the injury to the public that may occur if the defendants consummate the proposed transaction.

IT IS THEREFORE ORDERED that defendants and all persons acting on their behalf
are
enjoined from consummating or taking any action to proceed with or carry out their proposed
joint venture, as described in the Complaint, or from entering into or carrying out any other
agreement or arrangement by which any commingling of assets would result.

IT IS FURTHER ORDERED that this Order shall expire 10 days after entry thereof or
on
the date of any extension of the expiration date granted by the Court.

IT IS FURTHER ORDERED that the motion of the United States for a preliminary
injunction shall be heard on ________, 2000, in Room _____ of the United States Courthouse,
_________, Wisconsin, at ______.

Dated: _____________

____________________________________
UNITED STATES DISTRICT COURT JUDGE